Disinterested Directors definition
Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.
Disinterested Directors means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
Disinterested Directors means the members of the Board of Directors who are not (i) officers of the Corporation, (ii) Acquiring Persons or their Affiliates or Associates or representatives of any of them, or (iii) any Person who was directly or indirectly proposed or nominated as a director of the Corporation by a Transaction Person.
Examples of Disinterested Directors in a sentence
Ownership Cap In no event will the holders of Preferred Stock be permitted to acquire more than 49% of the total shares of InsuranceCo Common Stock outstanding (the “Ownership Cap”) without the approval of a majority of the Disinterested Directors.
The rights to indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right that any Director, Officer or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.
More Definitions of Disinterested Directors
Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Borrower or any Parent or any options, warrants or other rights in respect of such Capital Stock or by reason of such member receiving any compensation from the Borrower or any Parent, as applicable, on whose Board of Directors such member serves in respect of such member’s role as director.
Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of BP I, BP II or any parent company of BP I or BP II having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding of Equity Interests of BP I, BP II or any parent company of BP I or BP II or any options, warrants or other rights in respect of such Equity Interests.
Disinterested Directors has the meaning set forth in Article X of the Symphony Dynamo Charter.
Disinterested Directors has the meaning assigned to such term in Section 4.14.
Disinterested Directors means those directors who have absolutely no direct or indirect financial interest in the matter before them.
Disinterested Directors means those directors who are not and were not parties to, or threatened to be made a party to, the Proceeding that is the subject of the deliberations in question.
Disinterested Directors has the meaning set forth in Article IX of the Symphony Evolution Charter.